Closing Capitalization Table definition

Closing Capitalization Table means the capitalization table of the Company to be delivered by the Company to Buyer in accordance with Section 2.05(a)(xi) in a form acceptable to Buyer, setting forth, among other things, the total number of Seller Shares outstanding and the total number of shares of capital stock of the Company for which the Options are exercisable immediately prior to their cancellation pursuant to this Agreement, and identifying for each Seller the number and type of Seller Shares owned of record by each such Seller and for each Optionholder the number of shares of capital stock of the Company for which each Option held by such Optionholder is exercisable immediately prior to their cancellation pursuant to this Agreement.

Closing Capitalization Table in Schedule 3(c). Immediately following the First Subsequent Closing: (i) no shares of capital stock of the Company or any of its subsidiaries will be subject to preemptive rights or any other similar rights or any liens or encumbrances (other than as contemplated by Section 5(f) hereof) suffered or permitted by the Company; (ii) except as set forth on the Super 8-K and as contemplated by the Transaction Documents and Placement Agent Warrants, there will be no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries; (iii) there will be no outstanding debt securities of the Company or any of its subsidiaries other than indebtedness as disclosed in Schedule 3c(iii) or the Super 8-K; (iv) other than pursuant to the Registration Rights Agreement or as set forth in Schedule 3(c)(iv) or disclosed in the Super 8-K, there will be no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act; (v) there will be no outstanding registration statements of the Company or any of its subsidiaries, and there will be no outstanding comment letters from the SEC or any other regulatory agency; (vi) except as provided in this Agreement or as set forth in Schedule 3c(vi) or disclosed in the Super 8-K, there will be no securities or instruments of the Company or any of its subsidiaries containing anti-dilution or similar provisions, including the right to adjust the exercise, exchange or reset price under such securities, that will be triggered by the issuance of the Shares as described in this Agreement; and (vii) no co-sale right, right of first refusal or other similar right will exist with respect to the Shares or the issuance and sale thereof. Upon request, the Company will make available to the Purchaser true and correct copies of the Company’s Certificate of Incorporation, as in effect as of the First Subsequent Closing, and the Company’s Bylaws, as in effect as of the First Subsequent Closing, and the terms of all securities exercisable for Common Stock and the material rights of...

Closing Capitalization Table means the closing capitalization table as provided by Parent to the Company via email as of the date hereof.

Examples of Closing Capitalization Table in a sentence

• All of the issued and outstanding shares of Capital Stock and Options (i) have been duly authorized, and are validly issued, fully paid and nonassessable, (ii) are owned of record and beneficially by the Equityholders and in the respective amounts as indicated on the Closing Capitalization Table and (iii) were issued in compliance with all Applicable Laws including the Securities Act.

• Except as specified in the Schedule of Exceptions, no outstanding agreements, plans or provisions of the Company's articles of incorporation, bylaws or other such documents will affect the "Shares Purchase Position" of the Investor (defined as such percentage holding of Company Common Stock as the Investor would have if the Shares purchase pursuant to Section 2.1 were given effect as of the date of this Agreement) as set forth on the Closing Capitalization Table attached hereto as Exhibit C .

• To the extent the information in Buyer's Closing Capitalization Table differs in any material respect from that set forth on Buyer Schedule 5.1.5(a) or Buyer Schedule 5.4, Buyer's Closing Capitalization Table shall be subject to the approval of DEI and Seller in their respective sole discretion.

• DEI and Seller shall have received and approved Buyer's Closing Capitalization Table, Buyer's Liquidity Plan and Buyer's Governing Documents, if required pursuant to Sections 6.4.1, 6.4.2 and 6.4.3.

• Except as specified in the Schedule of Exceptions, no outstanding agreements, plans or provisions of the Company's articles of incorporation, bylaws or other such documents will affect the "Shares Purchase Position" of the Investor (defined as such percentage holding of Company Common Stock as the Investor would have if the Shares purchase pursuant to Section 2.1 were given effect as of the date of this Agreement) as set forth on the Closing Capitalization Table attached hereto as Exhibit C.

• The Holdings Closing Capitalization Table sets forth, both as of immediately after the Pre-Closing Restructuring and immediately prior to the Closing, the capitalization of Holdings, including the following: (A) issued and outstanding Holdings Common Units, (B) issued and outstanding Holdings Preferred Units, (C) issued and outstanding Holdings Restricted Units, (D) issued and outstanding Holdings Options, and (E) issued and outstanding Holdings Warrants or other stock purchase rights, if any.

• The Closing Capitalization Table delivered pursuant to Section 2.2(a)(ix) is true and accurate as of the Initial Closing Date.

• The aggregate number of shares and type of all authorized, issued and outstanding classes of capital stock, options, warrants and other securities of the Company (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company) as of the Initial Closing Date, is as set forth in the Closing Capitalization Table delivered pursuant to Section 2.2(a)(ix).

More Definitions of Closing Capitalization Table

Closing Capitalization Table has the meaning set forth in Section 2.2(a)(ix).